UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K



xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended October 31, 2012



 ̈
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the transition period from _________________
to __________________



Commission file number: 333-136167



HEALTH IN HARMONY INC.

(Name of small business issuer in its charter)



|Nevada                          | 98-0576696                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     



464 George Road, #3E

Cliffside Park, New Jersey 07910

(Address of principal executive offices)



(917) 952-9791



(Issuer’s telephone number)



Securities to be registered pursuant to
Section 12(b) of the Act:



|                                        |  | Name of each exchange on which
|--------------------------------------- |  | ------------------------------
|Title of each class to be so registered |  | each class is to be registered
|None                                    |  | None                          



Securities to be registered pursuant to
Section 12(g) of the Act: Common Stock



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.Yes  ̈ No x



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ̈ No x



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes  ̈ No x



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes  ̈ No x



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. Yes  ̈ No x



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act



|Large accelerated filer  ̈                                                     |  | Accelerated filer  ̈        
|----------------------------------------------------------------------------- |  | ---------------------------
|Non-accelerated filer  ̈
        (Do not check if a smaller reporting company) |  | Smaller reporting company x



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes x No  ̈



State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid
and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter: $3,795,000



The number of shares outstanding of the issuer’s common
stock as at February 11, 2013 is 6,900,000.









TABLE OF CONTENTS



|                                                                                                                     | Page
|-------------------------------------------------------------------------------------------------------------------- | ----
|ITEM 1: BUSINES                                                                                                      | 1   
|                                                                                                                     |     
|ITEM 1A: RISK FACTORS                                                                                                | 3   
|                                                                                                                     |     
|ITEM 1B: UNRESOLVED STAFF COMMENTS                                                                                   | 8   
|                                                                                                                     |     
|ITEM 2: PROPERTIES                                                                                                   | 8   
|                                                                                                                     |     
|ITEM 3: LEGAL PROCEEDINGS                                                                                            | 8   
|                                                                                                                     |     
|ITEM 4: MINE SAFETY DISCLOSURES                                                                                      | 8   
|                                                                                                                     |     
|ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 8   
|                                                                                                                     |     
|ITEM 6: SELECTED FINANCIAL DATA                                                                                      | 9   
|                                                                                                                     |     
|ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FIANCIAL CONDITION AND RESULTS OF OPERATIONS                         | 9   
|                                                                                                                     |     
|ITEM 7 A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                 | 11  
|                                                                                                                     |     
|ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  | 11  
|                                                                                                                     |     
|ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS                            | 12  
|                                                                                                                     |     
|ITEM 9A: CONTROLS AND PROCEDURES                                                                                     | 12  
|                                                                                                                     |     
|ITEM 9B: OTHER INFORMATION                                                                                           | 13  
|                                                                                                                     |     
|ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                      | 13  
|                                                                                                                     |     
|ITEM 11: EXECUTIVE COMPENSATION                                                                                      | 15  
|                                                                                                                     |     
|ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS             | 15  
|                                                                                                                     |     
|ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                   | 16  
|                                                                                                                     |     
|ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                      | 16  
|                                                                                                                     |     
|ITEM 15: EXIBITS, FINANCIAL STATEMENT SCHEDULES                                                                      | 17  
|                                                                                                                     |     
|SIGNATURES                                                                                                           | 18  











PART I



ITEM 1: BUSINESS



Forward-Looking Statements



This annual report contains forward-looking statements that
relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”,
“estimates”, “predicts”, “potential” or “continue” or the negative of these terms
or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements.



Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required
by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements
to conform these statements to actual results.



Our financial statements are stated in United States Dollars
(US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles.



In this annual report, unless otherwise specified, all references
to “common shares” refer to the common shares in our capital stock.



As used in this annual report, the terms “we”, “us”,
“our” and “the Company” mean Health in Harmony Inc., unless otherwise indicated.



Corporate Overview and History



On March 28, 2008, we entered into an agreement with our then-President,
Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, Tammy DuPerron, whereby we purchased a wellness program
which she developed. The wellness program consists of various physical and mental activities designed for use by the elderly. The
program’s goal was to keep the elderly physically active and mentally engaged and challenged. We intended to commence business
operations by marketing the wellness program to resellers who would market and present the program in their communities. Effective
August 28, 2011, we entered into a Licensing Agreement with a reseller, pursuant to which we received licensing revenue of $103,000
for the year ended October 31, 2011.



On June 28, 2012, Susanna Janse Van Vuuren entered into a Stock
Purchase Agreement with Ms. DuPerron, pursuant to which Ms. DuPerron sold 4,000,000 shares of our common stock held by her to Ms.
Van Vuuren, representing approximately 57.97% of the total issued and outstanding shares of common stock of the Company. Also on
June 28, 2012, Ms. DuPerron resigned from all of her positions with the Company, and Susanna Janse Van Vuuren was elected as the
sole director, President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company.











On October 31, 2012, Ms. Van Vuuren entered into and performed
a Securities Purchase Agreement pursuant to which she sold the 4,000,000 shares of common stock held by her to Tungsten 74 LLC,
a Delaware limited liability company, for aggregate consideration of $311,108, or approximately $0.0778 per share, less any liabilities.
The transaction is described in the Form 8-K filed by the Company with the Securities and Exchange Commission on November 16, 2012.
Also on October 31, 2012, we increased to two directors the number of directors constituting the Board of Directors and appointed
Dr. Nickolay Kukekov as a director to fill the vacancy created by such increased Board size, and was further appointed our Chief
Executive Officer. Furthermore, Ms. Van Vuuren submitted her resignation as a director and as an officer and employee, effective
on or about November 26, 2012.



We have not achieved profitability since inception in 2008.
As of the end of fiscal year 2012, we had no cash and we will need to obtain additional financing in 2013 in order to continue
our current operations and to sustain our cash flow needs. Under our current strategy, we may seek to merge with one or more companies
in other areas of business. Any such acquisition would likely require equity or debt financing. Our inability to obtain additional
financing will materially adversely affect us, including possibly requiring us to significantly curtail or cease operations.



Our auditors have qualified their report on our financial statements
on a "going concern" basis; that is to say, our financial statements have been prepared assuming that we will continue
as a going concern. Given our recurring losses from operations and our lack of working capital as of October 31, 2012, there is
substantial doubt of our ability to continue as a going concern.



Recent Developments



We are currently in negotiations with Life Care Medical Devices
Limited, a Hong Kong SAR corporation, with respect to a potential share exchange and reorganization agreement pursuant to which
we would acquire Life Care Medical as our wholly-owned subsidiary. As currently contemplated, (a) Tungsten 74 LLC would deliver
all of its common stock to us for cancellation and (b) the stockholders of Life Care Medical would exchange all of the issued and
outstanding shares of Life Care Medical currently held by them for such number of shares of common stock as shall constitute approximately
83.4% of the then outstanding common stock. As the definitive agreement and other transaction documents are still being negotiated,
we can give no assurance as to the ultimate form or terms of such proposed transaction or that it will be consummated at all.



As of November 14, 2012, our Board of Directors unanimously
adopted resolutions approving the following actions:



| | · | To amend our Articles of Incorporation, as amended to date, to increase the number of authorized shares of common stock from
75,000,000 to 100,000,000.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | To amend our Articles of Incorporation to authorize 10,000,000 shares of “blank check” preferred stock;
| | - | -------------------------------------------------------------------------------------------------------



| | · | To approve a 2-for-1 forward stock split of the issued and outstanding shares of our common stock; and
| | - | ------------------------------------------------------------------------------------------------------



| | · | To authorize, but not require, our Board of Directors to amend our Articles of Incorporation to effect a change of our name
from “Health in Harmony, Inc.” to “Life Care Medical Devices Limited”.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











As of the close of business on November 14, 2012, we received
written consents approving the aforementioned actions from Tungsten 74 LLC, representing 57.97% of our outstanding shares of common
stock. However, none of the aforementioned actions have been implemented as of the filing of this Annual Report on Form 10-K. The
earliest that we expect to implement such actions would be at or around March 4, 2013.



Employees



As of October 31, 2012 and February 11, 2013, we had no full-time
employees. Our one executive officer does not commit his full time to our business. Accordingly, conflicts of interest may arise
in the allocation of management time among his various business activities.



Research and Development Expenditures



We have not incurred any other research or development expenditures
since our incorporation.



Subsidiaries



We do not have any subsidiaries.



Patents and Trademarks



We do not own, either legally or beneficially, any trademarks
or patent.



Reports to Security Holders



We file reports and other information with the SEC. This annual
report on Form 10-K, historical information about our company and other information can be inspected and copied at the Public Reference
Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of
any portion of this annual report on Form 10-K, can be obtained from the Public Reference Room of the SEC at prescribed rates.
You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may
also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).



ITEM 1 A: RISK FACTORS



Our securities are highly speculative and should only be purchased
by persons who can afford to lose their entire investment in the Company. If any of the following risks actually occur, our business
and financial results could be negatively affected to a significant extent. Our business is subject to many risk factors, including
the following:



Our auditor has expressed substantial doubt as to our ability
to continue as a going concern.



We are a development stage company. Based on our financial history
since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. If we cannot obtain
sufficient funding, we may have to delay or abandon the implementation of our business strategy.













We have no operating history that you can use to evaluate
us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays
frequently encountered by a small developing company.



The likelihood of our success must be considered in light of
the problems, expenses, difficulties, complications and delays frequently encountered by a small company starting a new business
enterprise and the highly competitive environment. Since we have no operating history, we cannot assure you that our business
will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.



We will require financing to continue our business and our
inability to obtain such financing could cause us to delay or abandon commencement of operations.



We have not generated significant revenues to date. We will
need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. Such
financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse
to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. There
can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable.



We do not believe that we have enough cash on hand to operate
for the next 12 months and anticipate only being able to operate for the next three months without additional financing. Moving
forward we plan to rely on financing and additional funds from affiliates of the Company and third party investors in order to
support our operations and pay our expenses in the near term. Additional funding will likely come from debt and equity financing
from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience
dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance
that we will be able to raise sufficient funding from the sale of our common stock. In the absence of such financing, our company
will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of
additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not
be able to continue our operations. If we are unable to raise the funds we require, your investment could become worthless.



We may be unable to consummate the proposed transaction with
Life Care Medical Devices.



We are currently in negotiations with Life Care Medical Devices
Limited, a Hong Kong SAR corporation, with respect to a potential share exchange and reorganization agreement pursuant to which
we would acquire Life Care Medical as our wholly-owned subsidiary. As currently contemplated, (a) Tungsten 74 LLC would deliver
all of its common stock to us for cancellation and (b) the stockholders of Life Care Medical would exchange all of the issued and
outstanding shares of Life Care Medical currently held by them for such number of shares of common stock as shall constitute approximately
83.4% of the then outstanding common stock. As the definitive agreement and other transaction documents are still being negotiated,
we can give no assurance as to the ultimate form or terms of such proposed transaction or that it will be consummated at all.



We may engage in acquisitions, mergers, strategic alliances,
joint ventures and divestitures that could result in financial results that are different than expected.



In the normal course of business, we engage in discussions relating
to possible acquisitions, equity investments, mergers, strategic alliances, joint ventures and divestitures. One of these proposed
transactions is with Life Care Medical devices. Such transactions are accompanied by a number of risks, including:











| | · | Use of significant amounts of cash;
| | - | -----------------------------------



| | · | Potentially dilutive issuances of equity securities on potentially unfavorable terms;
| | - | -------------------------------------------------------------------------------------



| | · | Incurrence of debt on potentially unfavorable terms as well as impairment expenses related to goodwill and amortization expenses
related to other intangible assets; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The possibility that we may pay too much cash or issue too many of our shares as the purchase price for an acquisition relative
to the economic benefits that we ultimately derive from such acquisition.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The process of integrating any acquisition may create unforeseen
operating difficulties and expenditures. The areas where we may face difficulties include:



| | · | Diversion of management time, during the period of negotiation through closing and after closing, from its focus on operating
the businesses to issues of integration;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Decline in employee morale and retention issues resulting from changes in compensation, reporting relationships, future prospects
or the direction of the business;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The need to integrate each Company's accounting, management information, human resource and other administrative systems to
permit effective management, and the lack of control if such integration is delayed or not implemented;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The need to implement controls, procedures and policies appropriate for a public Company that may not have been in place in
private companies, prior to acquisition;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The need to incorporate acquired technology, content or rights into our products and any expenses related to such integration;
and
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | · | The need to successfully develop any acquired in-process technology to realize any value capitalized as intangible assets.
| | - | --------------------------------------------------------------------------------------------------------------------------



If we do not realize the expected benefits or synergies of any
transaction, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.



We incur significant increased costs as a result of operating
as a fully reporting company.



We incur legal, accounting and other expenses in connection
with our status as a fully reporting public company. The Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC
have imposed various requirements on public companies, including requiring changes in corporate governance practices. As such,
our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these
rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure
of controls and procedures. In particular, we must perform system and process evaluation and testing of our internal controls over
financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting. Our testing
may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance
with Section 404 and our continued status as a publicly reporting company will require that we incur substantial accounting, legal
and filing expenses and expend significant management efforts. We currently do not have an internal audit group, and we may need
to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.
Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, the market price of our stock could
decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require
additional financial and management resources.











RISKS RELATING TO OUR COMMON STOCK



There is no liquidity and no established public market for
our common stock and we may not be successful at obtaining a quotation on a recognized quotation service. In such event it may
be difficult to sell your shares.



There is presently no public market for our Common Stock. There
can be no assurance that we will be successful at developing a public market or in having our Common Stock quoted on a quotation
facility such as the OTCBB. There are risks associated with attempting to obtain a quotation for our Common Stock, including that
broker dealers may not be willing to make a market in our Common Stock, or to request that our Common Stock be quoted on a quotation
service. In addition, even if a quotation is obtained, the OTCBB and similar quotation services are often characterized by low
trading volumes, and price volatility, which may make it difficult for an investor to sell our Common Stock on acceptable terms.
If trades in our Common Stock are not quoted on a quotation facility, it may be very difficult for investors to find buyers for
their shares of Company Common Stock.



Shareholders who hold unregistered shares of our common stock
are subject to resale restrictions pursuant to Rule 144, due to our status as a “shell company.”



Pursuant to Rule 144 of the Securities Act of 1933, as amended,
a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets
consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other
assets. As such, we are considered a “ shell company ” pursuant to Rule 144, and as such, sales of our securities pursuant
to Rule 144 are not able to be made until (a) we have ceased to be a “shell company” (which we believe that we will
after closing the proposed transaction with Life Care Medical, of which we can give no assurance of success); (b) we are subject
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports
for at least the previous one year period prior to any sale pursuant to Rule 144; and (c) a period of at least twelve months has
elapsed from the date “ Form 10 information ” has been filed with the Securities and Exchange Commission reflecting
our status as a non-“shell company”. Because none of our non-registered securities can be sold pursuant to Rule 144,
until at least a year after the date of the filing of a Form 8-K with Form 10 information, any non-registered securities we sell
in at least the next 12 months or issue to consultants or employees, in consideration for services rendered or for any other purpose
will have no liquidity until and unless such securities are registered with the Securities and Exchange Commission and/or until
at least 12 months. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead
of cash. Furthermore, it will be harder for us to raise funds through the sale of debt or equity securities unless we agree to
register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as
a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to
pay for any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.











We may, in the future, issue additional shares of common
stock, which would reduce investors’ percent of ownership and may dilute share value.



Our Articles of Incorporation authorize the issuance of 75,000,000
shares of Common Stock. Furthermore, we are authorized to amend our Articles of Incorporation to increase the number of authorized
shares of common stock to 100,000,000. As of the date of this Annual Report, we had 6,900,000 shares of Common Stock outstanding.
Accordingly, we may issue up to an additional 68,100,000 shares of common stock (93,100,000 if we so amend our Articles of Incorporation).
The future issuance of Common Stock may result in substantial dilution in the percentage of Common Stock held by our then existing
stockholders. We may value any Common Stock issued in the future on an arbitrary basis. The issuance of Common Stock for future
services or acquisitions or other corporate actions may have the effect of diluting the value of the shares of Common Stock held
by our investors, and might have an adverse effect on any trading market for our Common Stock.



Certain company actions and the interests of stockholders
may differ.



The voting control of the Company could discourage others from
initiating a potential merger, takeover or another change-of-control transaction that could be beneficial to stockholders. As a
result, the value of stock could be harmed. Purchasers should be aware that a single stockholder who is affiliated with our sole
officer and director owns 57.97% of our issued and outstanding Common Stock.



Because we do not intend to pay any cash dividends on our
common stock, our stockholders will not be able to receive a return on their shares unless they sell them.



We intend to retain any future earnings to finance the development
and expansion of our business. We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. Unless
we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance
that stockholders will be able to sell shares when desired.



There is no assurance of a public market or that the common
stock will ever trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.



There is no established public trading market for our Common
Stock. Our Common Stock is not and has not been listed or quoted on any exchange or quotation system. There can be no assurance
that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance
that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will
be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.



Our common stock is considered a penny stock, which is subject
to restrictions on marketability, so you may not be able to sell your shares.



If our Common Stock becomes tradable in the secondary market,
we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive
disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our Common Stock, which in all likelihood would make it difficult for our stockholders to sell their Common
Stock.











Penny stocks generally are equity securities with a price of
less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock
held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements
may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject
to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities.
These requirements may restrict the ability of broker-dealers to sell our Common Stock and may affect your ability to resell the
Common Stock.



ITEM 1B. UNRESOLVED STAFF COMMENTS



None



ITEM 2: PROPERTIES



We do not have ownership or leasehold
interest in any property. In October 31, 2012, we relocated our executive offices to 464 Gorge Road, #3E, Cliffside Park, New Jersey
07910. We believe our offices and operating facilities are adequate for our current purposes.



ITEM 3: LEGAL PROCEEDINGS



There are no legal proceedings pending or threatened against
us.



ITEM 4: MINE SAFETY DISCLOSURES



Not applicable.



PART II



ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES



Market Information



Our shares of common stock are quoted on the OTC Bulletin Board
under the symbol HTHH. The following table sets forth the range of the high and low sales prices of the common stock for the periods
indicated:











|Quarter Ended    |  | High |     |  | Low |  
|---------------- |  | ---- | --- |  | --- | -
|January 31, 2011 |  |      | —   |  |     |  
|                 |  |      |     |  |     |  
|April 30, 2011   |  |      | —   |  |     |  
|                 |  |      |     |  |     |  
|July 31, 2011    |  |      | —   |  |     |  
|                 |  |      |     |  |     |  
|October 31, 2011 |  |      | —   |  |     |  
|                 |  |      |     |  |     |  
|January 31, 2012 |  |      | —   |  |     |  
|                 |  |      |     |  |     |  
|April 30, 2012   |  | $    | .25 |  |     | $
|                 |  |      |     |  |     |  
|July 31, 2012    |  | $    | .55 |  |     | $
|                 |  |      |     |  |     |  
|October 31, 2012 |  | $    | .55 |  |     | $



At February 11, 2013, there were approximately 50 stockholders
of record of our common stock. The number of stockholders does not include beneficial owners holding shares through nominee names.



Dividends



We have never paid any cash dividends and intend, for the foreseeable
future, to retain any future earnings for the development of our business. Our future dividend policy will be determined by the
Board of Directors on the basis of various factors, including our results of operations, financial condition, capital requirements
and investment opportunities.



ITEM 6: SELECTED FINANCIAL DATA



Not applicable.



ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION



Corporate Overview and History



On March 28, 2008, we entered into an agreement with our then-President,
Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, Tammy DuPerron, whereby we purchased a wellness program
which she developed. The wellness program consists of various physical and mental activities designed for use by the elderly. The
program’s goal was to keep the elderly physically active and mentally engaged and challenged. We intended to commence business
operations by marketing the wellness program to resellers who would market and present the program in their communities. Effective
August 28, 2011, we entered into a Licensing Agreement with a reseller, pursuant to which we received licensing revenue of $103,000
for the year ended October 31, 2011.











On June 28, 2012, Susanna Janse Van Vuuren entered into a Stock
Purchase Agreement with Ms. DuPerron, pursuant to which Ms. DuPerron sold 4,000,000 shares of our common stock held by her to Ms.
Van Vuuren, representing approximately 57.97% of the total issued and outstanding shares of common stock of the Company. Also on
June 28, 2012, Ms. DuPerron resigned from all of her positions with the Company, and Susanna Janse Van Vuuren was elected as the
sole director, President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company.



On October 31, 2012, Ms. Van Vuuren entered into and performed
a Securities Purchase Agreement pursuant to which she sold the 4,000,000 shares of common stock held by her to Tungsten 74 LLC,
a Delaware limited liability company, for aggregate consideration of $311,108, or approximately $0.0778 per share, less any liabilities.
The transaction is described in the Form 8-K filed by the Company with the Securities and Exchange Commission on November 16, 2012.
Also on October 31, 2012, we increased to two directors the number of directors constituting the Board of Directors and appointed
Dr. Nickolay Kukekov as a director to fill the vacancy created by such increased Board size. Furthermore, Ms. Van Vuuren submitted
her resignation as a director, effective on or about November 26, 2012.



We have not achieved profitability since inception in 2008.
As of the end of fiscal year 2012, we had no cash and we will need to obtain additional financing in 2013 in order to continue
our current operations and to sustain our cash flow needs. Under our current strategy, we may seek to merge with one or more companies
in other areas of business. Any such acquisition would likely require equity or debt financing. Our inability to obtain additional
financing will materially adversely affect us, including possibly requiring us to significantly curtail or cease operations.



Our auditors have qualified their report on our financial statements
on a "going concern" basis; that is to say, our financial statements have been prepared assuming that we will continue
as a going concern. Given our recurring losses from operations and our working capital deficiency as of October 31, 2012, there
is substantial doubt of our ability to continue as a going concern.



At present we are not able to estimate when we will be able
to generate sustained revenues.



Life Care Medical



We are currently in negotiations with Life Care Medical Devices
Limited, a Hong Kong SAR corporation, with respect to a potential share exchange and reorganization agreement pursuant to which
we would acquire Life Care Medical as our wholly-owned subsidiary. As currently contemplated, (a) Tungsten 74 LLC would deliver
all of its common stock to us for cancellation and (b) the stockholders of Life Care Medical would exchange all of the issued and
outstanding shares of Life Care Medical currently held by them for such number of shares of common stock as shall constitute approximately
83.4% of the then outstanding common stock. As the definitive agreement and other transaction documents are still being negotiated,
we can give no assurance as to the ultimate form or terms of such proposed transaction or that it will be consummated at all.



Results of Operations



Results of Operations for the Fiscal Year Ended October 31,
2012 compared to the Fiscal Year Ended October 31, 2011



We earned no revenues during the fiscal year ended October 31,
2012, compared to revenues of $103,000 during the fiscal year ended October 31, 2011. The revenues in 2011 related to licensing
fees under an August 28, 2011 Licensing Agreement with a reseller, which agreement was terminated on October 8, 2012.











We incurred operating expenses in the amount of $48,984 (2011
- $106,479) for the fiscal year ended October 31, 2012. These operating expenses were comprised of management fees of $6,000 (2011
- $6,000), general and administrative expenses of $36,984 (2010 - $94,479) and rent of $6,000 (2011 - $6,000).



Our net loss for the fiscal year ended October 31, 2012 was
$48,984, compared to net losses of $3,479 for the fiscal year ended October 31, 2011, due to the revenues we received in 2011 of
$103,0000 compared to nil in 2012.



We have not attained profitable operations and are dependent
upon obtaining financing to continue operations. For these reasons, there is substantial doubt that we will be able to continue
as a going concern.



Liquidity and Capital Resources



We do not have any credit facilities or other commitments for
debt or equity financing. No assurances can be given that advances when needed will be available. We need funding to undertake
our operations at our current level. Private capital, if sought, will be sought from private and institutional investors. To date,
we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market
for our shares ever develops, of which there can be no assurances, we will use shares to compensate employees/consultants and independent
contractors wherever possible.



We will incur ongoing expenses associated with professional
fees for accounting, legal, and a host of other expenses for annual reports and proxy statements. We estimate that these costs
will range up to $30,000 per year for the next few years and will be higher if our business volume and activity increases but lower
during the first year of being public because our overall business volume will be lower. These obligations will reduce our ability
and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability
to use non-cash means of settling obligations and compensate certain independent contractors who provide professional services
to us, although there can be no assurances that we will be successful in any of those efforts.



There are no current plans to seek private investment, although
this would likely change in the event of the consummation of our proposed transaction with Life Care Medical. We do not have any
current plans to raise funds through the sale of securities. We hope to be able to use our status as a public company to enable
us to use non-cash means of settling obligations and compensate certain persons and/or firms providing services to us or with whom
we do business, although there can be no assurances that we will be successful in any of those efforts.



ITEM 7 A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK



Not Applicable



ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Our financial statements and corresponding notes thereto called
for by this item appear at the end of this document commencing on page F-1.











ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL MATTERS



None



ITEM 9A: CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls



We evaluated the effectiveness of our disclosure controls and
procedures as of the end of the 2012 fiscal year. This evaluation was conducted with the participation of our chief executive officer,
who is also our principal accounting officer.



Disclosure controls are controls and other procedures that are
designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported.



Limitations on the Effective of Controls



Our management does not expect that our disclosure controls
or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further,
any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs.
These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because
of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of
two or more people or by management override of a control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and may not be detected.



Conclusions



Based upon their evaluation of our controls, our chief executive
officer and principal accounting officer have concluded that, subject to the limitations noted above, the disclosure controls are
effective providing reasonable assurance that material information relating to us is made known to management on a timely basis
during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the
quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.



Internal Controls over Financial Reporting



Internal control over financial reporting refers to the process
designed by, or under the supervision of, our chief executive officer and principal financial officer, and effected by our board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,
and includes those policies and procedures that:











|(1) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                     
|(2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
|    |                                                                                                                                                                                                                                                                                                                     
|(3) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.                                                                                                                 



Internal control over financial reporting cannot provide absolute
assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting
is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human
failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because
of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore,
it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for
establishing and maintaining adequate internal control over financial reporting for the Company.



Currently, Management and Board review are being utilized to
mitigate the risk of material misstatement in financial reporting, and also to ensure that existing internal controls remain effective.
Based on this assessment, management has concluded that our internal control over financial reporting was effective as of October
31, 2012.



This Annual Report does not include an attestation report of
our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over
financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules
of the SEC that permit us to provide only management’s report in this Annual Report.



There has been no change in our internal controls over financial
reporting during our most recent fiscal year that has materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.



ITEM 9B: OTHER INFORMATION



None



PART III



ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Directors and Executive Officers, Promoters and Control Persons



|Name                     |  | Age |  | Position
        with Registrant                                               
|------------------------ |  | --- |  | -------------------------------------------------------------------------------
|Nickolay Kukekov         |  | 39  |  | Chief Executive Officer 
and Director                                          
|Susanna Janse Van Vuuren |  | 45  |  | Former President, Chief 
Financial Officer, 
Treasurer, Secretary 
and Director











Nickolay V. Kukekov was appointed to serve as the Company’s
Chief Executive Officer and as a director as of October 31, 2012. Since September 2012, Dr. Kukekov has served as the chief executive
officer and director of Fits My Style, Inc., a development-stage company seeking to develop a website that will allow buyers of
furnishings to simulate how their home or office could look before making a purchase. Dr. Kukekov currently serves as the managing
director of Highline Research Advisors, a division of John Thomas Financial. Prior to forming Highline Research Advisors, Dr. Kukekov
was the Managing Director of Healthcare Investment Banking at Summer Street Research from October 2010 to August 2012. In September
2009, Dr. Kukekov was a co-founder of the Healthcare Investment Banking group at Gilford Securities. From December 2007 to July
2009, Dr. Kukekov served as the managing director of Paramount BioCapital, where he ran the advisory, M&A and capital raising
services for in-house private and public portfolio companies. Dr. Kukekov holds a Bachelor of Science degree in Molecular, Cellular
and Developmental Biology from the University of Colorado at Boulder and a Ph.D. in Neuroscience from Columbia University, College
of Physicians and Surgeons in New York.



Susanna Janse Van Vuuren has served as the Company’s
President, Chief Financial Officer, Treasurer and Secretary since June 28, 2012, in each case until November 26, 2012. She is the
owner of a chain of hair and nail studios in Western Australia. From 1990 to the present Susanna Janse Van Vuuren has been an entrepreneur
starting, building and selling various businesses in the health and beauty industry.



Prior to June 28, 2012, Tammy DuPerron was our sole director,
President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary since inception.



Directors are elected annually by our shareholders and hold
office until the next Annual General Meeting. Each officer holds office at the pleasure of the board of directors.



Section 16(A) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires our executive officers
and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes
in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by
SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms
we received, we believe that during the fiscal year ended October 31, 2012 all such filing requirements applicable to our officers
and directors were complied with except that Ms. DuPerron was not timely in the filing of one report reflecting one transaction,
and Ms. Van Vuuren was not timely in the filing of one report reflecting one transaction, and has not filed one report reflecting
one transaction.



Corporate Governance



We operate with one director: Nickolay Kukekov. We do not have
a standing Nominating, Compensation or Audit Committee.











ITEM 11: EXECUTIVE COMPENSATION



Presently, none of our current or resigning officers or directors
have received or will receive any compensation for services rendered to us. We currently have no funds available to pay officers
or directors. Further, none of the officers or directors are accruing any compensation pursuant to any agreement with us. We have
not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit
of our employees, nor do any of our executive officers have any “golden parachute” arrangement with us.



ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth certain information regarding
the ownership of our common stock as of October 31, 2012 by:



| | · | each director;
| | - | --------------



| | · | each person known by us to own beneficially 5% or more of our common stock;
| | - | ---------------------------------------------------------------------------



| | · | each officer named in the summary compensation table elsewhere in this report; and
| | - | ----------------------------------------------------------------------------------



| | · | all directors and executive officers as a group.
| | - | ------------------------------------------------



The amounts and percentages of common stock beneficially owned
are reported on the basis of regulations of the Securities and Exchange Commission governing the determination of beneficial ownership
of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person
has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment
power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be
a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days. Under these
rules more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial
owner of securities as to which such person has no economic interest.



Unless otherwise indicated below, to the best of our knowledge
each beneficial owner named in the table has sole voting and sole investment power with respect to all shares beneficially owned,
subject to community property laws where applicable. Unless otherwise indicated, the address of each beneficial owner of more than
5% of common stock is 464 Gorge Road, #3E, Cliffside Park, New Jersey 07910.



|Name and address of beneficial owner                           |  | Amount of Beneficial Ownership of 
Common Stock |           |  | Percent of Common 
Stock (1) | 
|-------------------------------------------------------------- |  | ----------------------------------------------- | --------- |  | ---------------------------- | 
|Tungsten 74 LLC (2)                                            |  |                                                 | 4,000,000 |  |                              | 
|                                                               |  |                                                 |           |  |                              | 
|Chromium 24, LLC (3)                                           |  |                                                 | 584,482   |  |                              | 
|                                                               |  |                                                 |           |  |                              | 
|New World Merchant Partners LLC (4)                            |  |                                                 | 437,500   |  |                              | 
|                                                               |  |                                                 |           |  |                              | 
|Znatnov Andrey (5)                                             |  |                                                 | 383,990   |  |                              | 
|                                                               |  |                                                 |           |  |                              | 
|Nickolay Kukekov (6)                                           |  |                                                 | —         |  |                              | 
|                                                               |  |                                                 |           |  |                              | 
|Susanna Janse van Vuuren                                       |  |                                                 | —         |  |                              | 
|                                                               |  |                                                 |           |  |                              | 
|All directors and executive officers as a group (2 people) (6) |  |                                                 | —         |  |                              | 


















| | (1) | Based on 6,900,000 shares of Common Stock issued and
outstanding as of January 25, 2013.
| | --- | ----------------------------------------------------------------------------------------

| | (2) | Tungsten 74 LLC is controlled by Viacheslav Kriventsov.
Dr. Nickolay Kukekov, our Chief Executive Officer and a director, is a non-controlling member of Tungsten 74 LLC, and disclaims
beneficial ownership in Tungsten 74 LLC except to the extent of his pecuniary interest therein.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Chromium 24, LLC is controlled by John Kalem. Dr. Nickolay
Kukekov is a non-controlling member of Chromium 24, LLC, and disclaims beneficial ownership in Chromium 24, LLC except to the
extent of his pecuniary interest therein. Chromium 24, LLC’s address is 135 East 18th Street, New York, New York 10003.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | New World Merchant Partners LLC is controlled by Andrew
J. Glashow, and its address is 700 White Plains Road, Suite 317, Scarsdale, New York 10583.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Mr. Andrey’s address is 305 W. 50th Street, Apt.
25A, New York, New York 10019.
| | --- | -------------------------------------------------------------------------------

| | (6) | Does not include the shares held by Tungsten 74 LLC or
Chromium 24, LLC, of which Dr. Kukekov is a non-controlling member.
| | --- | --------------------------------------------------------------------------------------------------------------------------



ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE



Except as set forth below, none of our directors or officers,
nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to all of our outstanding shares, nor any promoter, nor any relative or spouse of any
of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently
proposed transaction which, in either case, has or will materially affect us.



Dr. Nickolay Kukekov, our Chief Executive Officer and a director,
is a non-controlling member of Tungsten and of Chromium 24, LLC, which holds approximately 8.47% of our Common Stock. Tungsten
is controlled by Viacheslav Kriventsov and Chromium 24, LLC is controlled by John Kalem. Dr. Kukekov further beneficially owns
approximately 7.5% of Life Care Medical and, assuming the proposed transaction with Life Care Medical is consummated in its currently
proposed form, will receive shares of our common stock equal to approximately 6.2% of our total common stock outstanding post-transaction.



Our management is involved in other business activities and
may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict
of interest arises at a meeting of our directors, a director who has such a conflict will disclose his interest in a proposed transaction
and will abstain from voting for or against the approval of such transaction.



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Audit Fees



For the years ended October 31, 2012 and 2011, the aggregate
fees billed by LBB & Associates Ltd., LLP for professional services rendered for the quarterly reviews and annual audit of
our consolidated financial statements included in our quarterly reports on Form 10Q and our annual report on Form 10-K were:











|                                  |  | Year Ended       |        |  | Year Ended       |  
|--------------------------------- |  | ---------------- | ------ |  | ---------------- | -
|                                  |  | October 31, 2011 |        |  | October 31, 2012 |  
|Audit Fees and Audit Related Fees |  | $                | 11,335 |  |                  | $
|                                  |  |                  |        |  |                  |  
|Income Tax Fees                   |  |                  | Nil    |  |                  |  
|                                  |  |                  |        |  |                  |  
|All Other Fees                    |  |                  | Nil    |  |                  |  
|                                  |  |                  |        |  |                  |  
|Total                             |  | $                | 11,335 |  |                  | $



Our Board of Directors has not established any pre-approval
policy or procedures for audit, audit-related and tax services that can be performed by the independent auditors without specific
authorization.



PART IV



ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES



Exhibits

|3.1* | Articles of Incorporation                                                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                
|3.2* | Bylaws                                                                                                                                         
|     |                                                                                                                                                
|31.1 | Certification Statement pursuant to Section 302 of the Sarbanes- Oxley Act of 2002, Chief Executive Officer                                    
|     |                                                                                                                                                
|31.2 | Certification Statement pursuant to Section 302 of the Sarbanes- Oxley Act of 2002, Chief Financial Officer                                    
|     |                                                                                                                                                
|32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Chief Executive Officer
|     |                                                                                                                                                
|32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Cheif Financial Officer



* filed as an exhibit to our registration statement on Form
S-1 dated January 5, 2011











SIGNATURES



Pursuant to the requirements of Section 13 and 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



| | Health in Harmony Inc.
| | ----------------------
| |                       
| | By:                   
| | Name: Nickolay Kukekov
| | Title: CEO            



Date: February 13, 2013



In accordance with the Securities Exchange Act, this report
has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Name                 |  | Title                                                |  | Date             
|-------------------- |  | ---------------------------------------------------- |  | -----------------
|                     |  |                                                      |  |                  
|/s/ Nickolay Kukekov |  | Chief Executive Officer and                          |  | February 13, 2013
|Nickolay Kukekov     |  | Director (principal executive and financial officer) |  |                  











LBB
& ASSOCIATES LTD., LLP



10260
Westheimer Road, Suite 310

Houston,
TX 77042

Phone:
(713) 800-4343 Fax: (713) 456-2408



Report of Independent Registered Public
Accounting Firm



To the Board of Directors
of

Health In Harmony Inc.
(A Development Stage Company)

Cliffside Park, New Jersey



We have audited the accompanying
balance sheet of Health In Harmony Inc. (the “Company”) as of October 31, 2012 and 2011, and the related statements
of operations, stockholders' equity, and cash flows for the years then ended and period from March 26, 2008 (inception) through
October 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.



We conducted our audit
in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.



In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial position of Health In Harmony Inc. as of October
31, 2012 and 2011, and the results of its operations and its cash flows for each of the years then ended and for the period from
March 26, 2008 (inception) through October 31, 2012 in conformity with accounting principles generally accepted in the United States
of America.



As discussed in Note 2
to the financial statements, the Company's absence of significant revenues, losses from operations, and its need for additional
financing in order to fund its projected loss in 2013 raise substantial doubt about its ability to continue as a going concern.
The 2012 financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ LBB & Associates
Ltd., LLP

LBB & Associates Ltd.,
LLP



Houston, Texas

February 5, 2013













|HEALTH IN HARMONY INC.               
|-------------------------------------
|(A Development Stage Company)        
|BALANCE SHEETS                       
|Years ended October 31, 2012 and 2011
|                                     



|                                                        |  | October 31, 2012 - $ - |         |   | October 31, 
2011 - $ - | 
|------------------------------------------------------- |  | ---------------------- | ------- | - | ----------------------- | 
|                                                        |  |                        |         |   |                         | 
|ASSETS                                                  |  |                        |         |   |                         | 
|                                                        |  |                        |         |   |                         | 
|Current assets                                          |  |                        |         |   |                         | 
|Cash                                                    |  |                        | -       |   |                         | 
|Total current assets                                    |  |                        | -       |   |                         | 
|Total assets                                            |  |                        | -       |   |                         | 
|                                                        |  |                        |         |   |                         | 
|LIABILITIES                                             |  |                        |         |   |                         | 
|                                                        |  |                        |         |   |                         | 
|Current liabilities                                     |  |                        |         |   |                         | 
|Accounts payable                                        |  |                        | -       |   |                         | 
|Advance - related party                                 |  |                        | -       |   |                         | 
|Total current liabilities                               |  |                        | -       |   |                         | 
|                                                        |  |                        |         |   |                         | 
|COMMITTMENTS                                            |  |                        |         |   |                         | 
|                                                        |  |                        |         |   |                         | 
|STOCKHOLDERS’ EQUITY                                    |  |                        |         |   |                         | 
|Common stock                                            |  |                        |         |   |                         | 
|Authorized:                                             |  |                        |         |   |                         | 
|75,000,000 common shares with a par value of $0.001     |  |                        |         |   |                         | 
|Issued and outstanding:                                 |  |                        |         |   |                         | 
|6,900,000 common shares as of October 31, 2012 and 2011 |  |                        | 6,900   |   |                         | 
|Additional paid in capital                              |  |                        | 81,100  |   |                         | 
|Deficit accumulated during the development stage        |  |                        | (88,000 | ) |                         | 
|Total stockholders’ equity                              |  |                        | -       |   |                         | 
|Total liabilities and stockholders’ equity              |  |                        | -       |   |                         | 



The accompanying notes are an integral part
of these financial statements













|HEALTH IN HARMONY INC.                                         
|---------------------------------------------------------------
|(A Development Stage Company)

STATEMENTS OF OPERATIONS        
|                                                               
|Years ended October 31, 2012 and 2011 and                      
|Period from March 26, 2008 (Inception) through October 31, 2012
|                                                               



|                                                     |  | Year ended October 31, 2012 - $ - |           |   | Year ended October 31, 2011 - $ - |  |           | Period from March 
26, 2008 (Inception) to 
October 31, 2012 - $ - | 
|---------------------------------------------------- |  | --------------------------------- | --------- | - | --------------------------------- |  | --------- | ------------------------------------------------------------------ | 
|Revenue                                              |  |                                   | -         |   |                                   |  | 103,000   |                                                                    | 
|                                                     |  |                                   |           |   |                                   |  |           |                                                                    | 
|Less: Expenses                                       |  |                                   |           |   |                                   |  |           |                                                                    | 
|Impairment of asset                                  |  |                                   | -         |   |                                   |  | -         |                                                                    | 
|Management fees                                      |  |                                   | 6,000     |   |                                   |  | 6,000     |                                                                    | 
|Rent                                                 |  |                                   | 6,000     |   |                                   |  | 6,000     |                                                                    | 
|                                                     |  |                                   |           |   |                                   |  |           |                                                                    | 
|General and administrative                           |  |                                   | 36,984    |   |                                   |  | 94,479    |                                                                    | 
|Total operating expense                              |  |                                   | 48,984    |   |                                   |  | 106,479   |                                                                    | 
|Loss from operations                                 |  |                                   | (48,984   | ) |                                   |  | (3,479    | )                                                                  | 
|Net loss                                             |  |                                   | (48,984   | ) |                                   |  | (3,479    | )                                                                  | 
|                                                     |  |                                   |           |   |                                   |  |           |                                                                    | 
|Basic and diluted loss per share                     |  |                                   | (0.01     | ) |                                   |  | (0.00     | )                                                                  | 
|                                                     |  |                                   |           |   |                                   |  |           |                                                                    | 
|Weighted average number of common shares outstanding |  |                                   | 6,900,000 |   |                                   |  | 6,900,000 |                                                                    | 



The accompanying notes are an integral part
of these financial statements













|HEALTH IN HARMONY INC.                                            
|------------------------------------------------------------------
|(A Development Stage Company)                                     
|STATEMENTS OF STOCKHOLDERS’ EQUITY                                
|FOR THE PERIOD FROM March 26, 2008 (INCEPTION) TO October 31, 2012
|                                                                  



|                                          |  | Common Stock |           |  | Additional 
Paid-in 
Capital |  |       | Deficit
 Accumulated 
During 
Development 
Stage |  |  | Total  | 
|----------------------------------------- |  | ------------ | --------- |  | ---------------------------- |  | ----- | ------------------------------------------------ |  |  | ------ | 
|                                          |  | Number       |           |  | - $ -                        |  |       | - $ -                                            |  |  | - $ -  | 
|Balance, March 26, 2008 (Inception)       |  |              | -         |  |                              |  | -     |                                                  |  |  | -      | 
|Common shares issued for intangible asset |  |              | 4,000,000 |  |                              |  | 4,000 |                                                  |  |  | -      | 
|Donated services                          |  |              | -         |  |                              |  | -     |                                                  |  |  | 7,000  | 
|Net loss                                  |  |              | -         |  |                              |  | -     |                                                  |  |  | -      | 
|Balance, October 31, 2008                 |  |              | 4,000,000 |  |                              |  | 4,000 |                                                  |  |  | 7,000  | 
|Donated services                          |  |              | -         |  |                              |  | -     |                                                  |  |  | 12,000 | 
|Net loss                                  |  |              | -         |  |                              |  | -     |                                                  |  |  | -      | 
|Balance, October 31, 2009                 |  |              | 4,000,000 |  |                              |  | 4,000 |                                                  |  |  | 19,000 | 
|Common shares issued for cash             |  |              | 2,900,000 |  |                              |  | 2,900 |                                                  |  |  | 26,100 | 
|Donated services                          |  |              | -         |  |                              |  | -     |                                                  |  |  | 12,000 | 
|Net loss                                  |  |              | -         |  |                              |  | -     |                                                  |  |  | -      | 
|Balance, October 31, 2010                 |  |              | 6,900,000 |  |                              |  | 6,900 |                                                  |  |  | 57,100 | 
|Donated services                          |  |              | -         |  |                              |  | -     |                                                  |  |  | 12,000 | 
|Net loss                                  |  |              | -         |  |                              |  | -     |                                                  |  |  | -      | 
|Balance, October 31, 2011                 |  |              | 6,900,000 |  |                              |  | 6,900 |                                                  |  |  | 69,100 | 
|Donated services                          |  |              | -         |  |                              |  | -     |                                                  |  |  | 12,000 | 
|Net loss                                  |  |              | -         |  |                              |  | -     |                                                  |  |  | -      | 
|Balance, October 31, 2012                 |  |              | 6,900,000 |  |                              |  | 6,900 |                                                  |  |  | 81,100 | 



The accompanying notes are an integral part
of these financial statements













|
|



|HEALTH IN HARMONY INC.                                         
|---------------------------------------------------------------
|(A Development Stage Company)                                  
|STATEMENTS OF CASH FLOWS                                       
|Years ended October 31, 2012 and 2011 and                      
|Period from March 26, 2008 (Inception) through October 31, 2012
|                                                               



|                                                                        |  | Year ending 
October 31, 
2012 - $ - |         |   | Year ending 
October 31, 2011 - $ - |  |        | Period from 
March 26, 
2008 
(Inception) 
through 
October 31, 
2012 - $ - | 
|----------------------------------------------------------------------- |  | ------------------------------------ | ------- | - | ----------------------------------- |  | ------ | --------------------------------------------------------------------------- | 
|CASHFLOWS FROM OPERATING ACTIVITIES:                                    |  |                                      |         |   |                                     |  |        |                                                                             | 
|Net loss                                                                |  |                                      | (48,984 | ) |                                     |  | (3,479 | )                                                                           | 
|Adjustments to reconcile net loss to cash used in operating activities: |  |                                      |         |   |                                     |  |        |                                                                             | 
|Impairment of intangible asset                                          |  |                                      | -       |   |                                     |  | -      |                                                                             | 
|Donated services                                                        |  |                                      | 12,000  |   |                                     |  | 12,000 |                                                                             | 
|Change in:                                                              |  |                                      |         |   |                                     |  |        |                                                                             | 
|Accounts payable                                                        |  |                                      | (20,000 | ) |                                     |  | 20,000 |                                                                             | 
|CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES                   |  |                                      | (56,984 | ) |                                     |  | 28,521 |                                                                             | 
|CASH FLOWS FROM FINANCING ACTIVITIES                                    |  |                                      |         |   |                                     |  |        |                                                                             | 
|Advances from related party                                             |  |                                      | (10,000 | ) |                                     |  | -      |                                                                             | 
|Proceeds from sale of common stock                                      |  |                                      | -       |   |                                     |  | -      |                                                                             | 
|CASH FLOWS PROVIDED BY (USED IN) BY FINANCING ACTIVITIES                |  |                                      | (10,000 | ) |                                     |  | -      |                                                                             | 
|NET CHANGE IN CASH                                                      |  |                                      | (66,984 | ) |                                     |  | 28,521 |                                                                             | 
|Cash, beginning of period                                               |  |                                      | 66,984  |   |                                     |  | 38,463 |                                                                             | 
|Cash, end of period                                                     |  |                                      | -       |   |                                     |  | 66,984 |                                                                             | 
|                                                                        |  |                                      |         |   |                                     |  |        |                                                                             | 
|Supplemental cash flow information:                                     |  |                                      |         |   |                                     |  |        |                                                                             | 
|Interest paid                                                           |  |                                      | -       |   |                                     |  | -      |                                                                             | 
|Taxes paid                                                              |  |                                      | -       |   |                                     |  | -      |                                                                             | 
|Non-cash transactions:                                                  |  |                                      |         |   |                                     |  |        |                                                                             | 
|Stock issued for acquisition of intangible asset                        |  |                                      | -       |   |                                     |  | -      |                                                                             | 



The accompanying notes are an integral part
of these financial statements











HEALTH IN HARMONY INC.

NOTE TO FINANCIAL STATEMENTS

(A Development Stage Company)

October 31, 2012



Note 1 - NATURE OF OPERATIONS



Health In Harmony Inc.
(the “Company”) was incorporated in the State of Nevada on March 26, 2008 and is in the development stage as defined
by Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”.



OnMarch 31, 2008 the Company entered into an agreement with its President whereby it acquired a wellness program in exchange
for 4,000,000 of its shares of common stock. The wellness program consists of various physical
and mental activities aimed at the elderly. The Company intended to commence business operations by marketing the wellness program
to re-sellers who would market and present the program in theircommunities.



Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation



The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States of America and are presented in US dollars. The Company’s
year-end is October 31.



These financial statements have been prepared on a going concern
basis which assumes the Company will not be able to realize its assets and discharge its liabilities in the normal course of business
for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt
about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon
the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs
over the next twelve months with loans from directors, related parties and/or issuance of common shares.



Development Stage Company



The Company complies with Accounting Standards Codification
(“ASC”) 915 “Development Stage Entities” in its characterization of the Company as a development stage
enterprise.



Cash and Cash Equivalents



The Company considers all highly liquid investments with an
original maturity of three months or less at the time of issuance to be cash equivalents.



Use of Estimates and Assumptions



The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the period. Actual results could differ from those estimates.



Foreign Currency Translation



The Company’s functional and reporting currency is the
US dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies
are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in
foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used
to translate expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances
are included in the determination of net income (loss). The Company has not, to the date of these financial statements, entered
into derivative instruments to offset the impact of foreign currency fluctuations.











Fair Value of Financial Instrument



The carrying value of cash approximates its fair value because
of the short maturity of this instrument. Unless otherwise noted, it is management’s opinion the Company is not exposed to
significant interest, currency or credit risks arising from this financial instrument.



Income Taxes



A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from
the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



Basic and Diluted Net Income (Loss) per Share



The Company computes net income (loss) per share in accordance
with ASC 260, "Earnings per Share" (ASC 260). ASC 260 requires presentation of both basic and diluted earnings per share
(EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect
to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method,
and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period
is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS
excludes all dilutive potential common shares if their effect is anti-dilutive.



Recent Accounting Pronouncements



The Company does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash
flow.



Impairment of Long-lived Assets



The Company records the impairment of long-lived assets whenever
events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets
to be held and used over the long term are measured by a comparison of the carrying value of the asset to future undiscounted net
cash flows expected to be generated by the asset. If such assets are considered to be impaired, the amount of the impairment is
measured by the amount by which the carrying amount of the asset exceeds its fair value.



Goodwill and Other Intangible Assets



The Company has adopted the provisions of the Statement of ASC
350, “Intangibles-Goodwill and Other”. Goodwill and other intangible assets with indefinite lives are no longer amortized
under ASC 350, but instead are tested for impairment at least annually. In addition, intangible assets with a definite life are
amortized over that expected life and tested for impairment at least annually or whenever events or circumstances indicate a revision
to the remaining period of amortization is warranted. As of May 31, 2008, the intangible asset’s value was tested for impairment
and management determined that the write-down of $4,000 was appropriate to properly state the nominal value of the intangible assets.



Revenue



License revenue is recognized when the license is granted, the
Company's performance obligations under the applicable license agreements are satisfied, and collection is reasonably assured.
The Company has no ongoing performance obligations under the agreement entered into in the current year, and associated fee is
non-refundable.











Note 3 - RELATED PARTY TRANSACTIONS



The President of the Company provides management services and
office premises to the Company at no charge. The donated management services and office premises are each valued at $500 per month.
For the year ended October 31, 2012, a total of $6,000 for donated services and $6,000 for donated rent were charged to operations
and recorded as additional paid in capital.



During the year ended October 31, 2010, an amount of $10,000
was received in cash as an advance from the previous president of the Company. The amount was paid back during the year ended October
31, 2012.



Note 4 – COMMON SHARES



In March 2008, the Company issued 4,000,000 common shares of
the Company at $0.001 per share to the Company’s previous president for acquisition of an intangible asset.



During the year ending October 31, 2010, the Company issued
2,900,000 common shares of the Company’s common shares for $0.01 per share.



The Company underwent a change in management and control effective
June 28, 2012, whereby approximately 58% of the Company’s outstanding shares were sold in a private transaction by Tammy
DuPerron to Susanna Janse Van Vurren. In connection therewith, Ms. Van Vurren replaced Ms. DuPerron as President, Secretary/Treasurer
and Chief Executive Officer of the Company.



Another change of control occurred on October 31, 2012 when
Ms. Van Vurren, the owner of an aggregate of 4,000,000 shares of common stock of the Company representing approximately 58.0% of
its issued and outstanding common stock, entered sold her shares to Tungsten 74 LLC, a Delaware limited liability company controlled
by Viacheslav Kriventsov. In connection with this change in control, Ms. Van Vurren resigned as an officer and Director, and Mr.
Krivenstov was appointed the Chief Executive Officer and Director of the Company.



Note 5 – INCOME TAXES



Deferred income taxes reflect the net effect of:



| | (a) | temporary difference between carrying amounts of assets
and liabilities for financial purposes and the amounts used for income taxes reporting purposes, and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | net operating loss carry-forwards.
| | --- | ----------------------------------



No net provision for refundable U.S. Federal income tax has
been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset
attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized. Summaries
of the Company’s annual tax provision and the Company’s deferred tax asset are presented in the tables below (rounded
to 000’s).



|                                                                 |  | For the Year  Ended
    October  31, 2012 |         |   | For the Year Ended October 31, 2011 |  
|---------------------------------------------------------------- |  | ----------------------------------------- | ------- | - | ----------------------------------- | -
|Net operating loss                                               |  | $                                         | 49,000  |   |                                     | $
|Statutory tax rate                                               |  |                                           | 34      | % |                                     |  
|Refundable federal income tax attributable to current operations |  |                                           | 17,000  |   |                                     |  
|Change in valuation allowance                                    |  |                                           | (17,000 | ) |                                     |  
|Net refundable amount                                            |  | $                                         | -       |   |                                     | $











The cumulative tax effect at the expected rate of 34% of significant
items comprising the net deferred tax amount is:



|                                  |  | October 31, 2012 |         |   | October 31, 2011 |  
|--------------------------------- |  | ---------------- | ------- | - | ---------------- | -
|Deferred tax asset attributed to: |  |                  |         |   |                  |  
|                                  |  |                  |         |   |                  |  
|Net operating loss                |  | $                | 30,000  |   |                  | $
|                                  |  |                  |         |   |                  |  
|Less, valuation allowance         |  |                  | (30,000 | ) |                  |  
|                                  |  |                  |         |   |                  |  
|Net deferred tax assets           |  | $                | -       |   |                  | $



The Company has non-capital losses carried forward of approximately
$89, 000 which expire beginning in 2029. They may be utilized to offset future taxable income. Future tax benefits, which may
arise as a result of these losses and resource expenditures, have not been recognized in these financial statements.



Note 6 – SUBSEQUENT EVENTS



As of November 14, 2012, the Board of Directors of the Company
unanimously adopted resolutions approving the following actions:



| | · | To amend the Company’s Articles of Incorporation, as amended to date, to increase the number of authorized shares of
common stock from 75,000,000 to 100,000,000;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | To amend the Company’s Articles of Incorporation to authorize 10,000,000 shares of “blank check” preferred
stock;
| | - | -----------------------------------------------------------------------------------------------------------------



| | · | To approve a 2-for-1 forward stock split of the issued and outstanding shares of the Company’s common stock; and
| | - | ----------------------------------------------------------------------------------------------------------------



| | · | To authorize, but not require, the Company’s Board of Directors to amend the Company’s Articles of Incorporation
to effect a change of the Company’s name from “Health in Harmony, Inc.” to “Life Care Medical Devices Limited”.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of the close of business on November 14, 2012, the Company
has received written consents approving the aforementioned actions from the holder of a majority of the Company’s outstanding
shares of common stock. However, none of the aforementioned actions have been implemented as of the filing of this Annual Report
on Form 10-K. The earliest that the Company expect to implement such actions would be at or around March 4, 2013.